Securities code: 600884 securities abbreviation: Ningbo Shanshan Co.Ltd(600884) Announcement No.: pro 2022-020 Ningbo Shanshan Co.Ltd(600884) about
Summary announcement of 2022 draft stock option and restricted stock incentive plan
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Equity incentive: stock option and restricted stock
Source of shares: the company issues RMB A-share common shares to incentive objects
Total equity of equity incentive and total number of underlying shares involved:
The incentive plan intends to grant a total of 70000000 shares of rights and interests to incentive objects, including 49000000 stock options and 21000000 restricted shares. The subject stock involved is RMB A-share common stock, accounting for about 3.27% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 45080000 shares of stock options were granted for the first time, accounting for 64.4% of the total stock equity of the incentive plan and 92% of the total stock options granted this time. 3920000 shares were reserved for grant, accounting for 5.6% of the total stock equity of the incentive plan and 8% of the total stock options granted this time. 19320000 restricted shares were granted for the first time, accounting for 27.6% of the total equity of the incentive plan and 92% of the total equity of the restricted shares granted this time. 1680000 shares were reserved for grant, accounting for 2.4% of the total equity of the incentive plan and 8% of the total equity of the restricted shares granted this time.
1、 Basic information of the company
(I) Company Profile
Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as “the company”) has been listed on the Shanghai Stock Exchange (Stock Code: 600884) since January 30, 1996. Its registered address is room 801, No. 777, Rili Middle Road, Shounan street, Yinzhou District, Ningbo, Zhejiang Province. Its main business is the R & D, production and sales of lithium-ion battery materials and polarizers.
(II) performance of the company in recent three years
Unit: RMB
Main accounting data or financial indicators 2020 (end) 2019 (end) 2018 (end)
Operating income 8215896691.46 8679910968.83 8853422775.58
Operating income of negative electrode materials business 2539916091.99 2549309345.58 1942843560.54
Operating income of polarizer business 9547692911.49 8953716359.40 –
Net profit attributable to shareholders of listed company 138004106.09 269808780.07 1115277702.84
Net profit attributable to shareholders of listed company after deducting non -163783596.97 161014251.45 303137504.08 recurring profit and loss
Net profit of negative electrode materials business 212307037.79 151536127.29 98449726.89
Net profit of polarizer business 687748130.08 608931050.34 –
Total assets 24540658795.91 25015827214.43 23448821020.32
Net assets attributable to shareholders of listed companies 12407995674.62 11822582211.12 10707198373.68
Net cash flow from operating activities 329292015.26 886437952.61 540421484.80
Weighted average return on net assets (%) 1.21 2.40 10.55
Basic earnings per share (yuan / share) 0.097 0.240 0.993
Diluted earnings per share (yuan / share) 0.097 0.240 0.993
Basic income per -0.116 0.143 0.270 shares after deducting non recurring profits and losses (yuan / share)
Note: the operating income / net profit of negative electrode material business and polarizer operating income / net profit in the assessment indicators have not been listed in the financial information of the segment in the annual financial report of the past three years. Among them, the polarizer business was completed in February 2021 due to the acquisition and delivery, and its operating revenue / net profit was taken from the relevant data in the simulated summary financial statements in the audit report of Ningbo Shanshan Co.Ltd(600884) acquisition of LCD polarizer business and related assets (Xin Kuai Shi Bao Zi [2021] No. za12089).
(III) composition of the company’s board of directors, board of supervisors and senior management
Serial number name title
1 Zheng Yonggang, chairman and director
2 Zhuang Wei, vice chairman and director
3. Li Zhihua, director and general manager
4. Director Yang Feng
5 director Li Fengfeng
6. Director Peng Wenjie
7 director Shen Yunkang
8. Zhang Chunyi, independent director
9. Xu Yanxiu, independent director
10 Qiu bin, independent director
11 Zhu Jingtao, independent director
12 Xu Zhiliang, deputy general manager
13 Li Keqin, chief financial officer
14 Chen Ying, Secretary of the board of directors
15 Lin Feibo, convener of the board of supervisors and employee Supervisor
16. Supervisor Hong Zhibo
17. Supervisor Xu Chao
2、 Purpose of equity incentive plan
In order to further improve the company’s long-term incentive mechanism, fully mobilize the initiative, enthusiasm and creativity of the company’s directors, main managers and core technicians of subsidiaries, improve team cohesion, maintain the vitality of the enterprise, more closely combine the interests of employees with the interests of the company and shareholders, and enable all parties to pay common attention to and promote the long-term sustainable development of the company, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the articles of association, and in combination with the actual situation of the company.
As of the announcement date of this incentive plan, the company’s 2019 stock option incentive plan is still in force (including 26507943 options that have been exercised and 27287550 options that have not been exercised and registered); This incentive plan and 2019 stock option incentive plan are the employee incentive mechanism formulated by the company based on different development stages of the enterprise. The two plans are independent of each other and have no relevant relationship.
3、 Equity incentive method and source of underlying stock
The equity incentive method of this incentive plan is to grant stock options and restricted shares to the incentive object.
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of RMB A-share common shares to the incentive object.
4、 Number of rights and interests to be granted
The incentive plan intends to grant a total of 70000000 shares of rights and interests to incentive objects, including 49000000 stock options and 21000000 restricted shares. The subject stock involved is RMB A-share common stock, accounting for about 3.27% of the total share capital of the company at the time of announcement of the draft incentive plan. The grant part is as follows:
Stock option incentive plan: the company plans to grant 49000000 stock options to the incentive objects, involving RMB A-share ordinary shares, accounting for about 2.29% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 45080000 shares were granted for the first time (60% for negative material business department and 40% for polarizer business department), accounting for 92% of the total stock options granted this time, and 3920000 shares were reserved for grant, accounting for 8% of the total stock options granted this time. Each stock option granted under this incentive plan has the right to purchase RMB a ordinary shares of the company at the exercise price within the vesting period when the effective conditions and effective arrangements are met.
Restricted stock incentive plan: the company plans to grant 21000000 restricted shares to the incentive object. The subject stock involved is RMB A-share common stock, accounting for about 0.98% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 19320000 shares were granted for the first time (60% for the negative material business department and 40% for the polarizer business department), accounting for 92% of the total restricted shares to be granted this time; 1680000 shares are reserved for grant, accounting for 8% of the total amount of restricted shares to be granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative number of shares of the company granted to any incentive object in the incentive plan does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
During the period from the date of announcement of the draft incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, The number of stock options granted, the total number of underlying shares involved or the exercise price, the number of restricted shares granted and the total number of underlying shares involved or the grant price will be adjusted accordingly in accordance with the incentive plan.
5、 Scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects.
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined according to the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are the directors of the company, the main managers and core technicians of subsidiaries (excluding
Including the company’s independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares
And their spouses, parents and children). All incentive objects are nominated by the remuneration and assessment committee of the board of directors of the company,
And confirmed by the board of supervisors of the company.
(II) scope of incentive objects
The incentive objects granted for the first time in the incentive plan include: Directors of the company, key managers of subsidiaries and nuclear power companies
Heart technicians, including 260 incentive objects in the negative material business department and the polarizer business department
There are 185 objects, 445 in total, accounting for 5982 of the total number of registered employees of the company as of December 31, 2021
7.44% of people.
The company shall specify the reserved grant right within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders
For example, if the incentive object is not specified for more than 12 months, the reserved options / restricted stocks will become invalid. All participants
The incentive object of the incentive plan cannot participate in the equity incentive plan of any other listed company at the same time, and has participated in other
Any listed company incentive Planner shall not participate in this incentive plan at the same time.
The incentive objects involved in this incentive plan do not include external directors (including independent directors), supervisors and independent or independent directors
Shareholders or actual controllers holding more than 5% of the company’s shares and their spouses, parents and children.
All incentive objects must be in the company within the assessment period of the incentive plan
